Tennessee § 7-39-204 Amendment of certificate

Tennessee Statutes

§ 7-39-204 — Amendment of certificate

Tennessee § 7-39-204

Title7

This text of Tennessee § 7-39-204 (Amendment of certificate) is published on Counsel Stack Legal Research, covering Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tenn. Code Ann. § 7-39-204 (2026).

Text

(a)The certificate of incorporation may, at any time, and from time to time, be amended so as to make any changes in the certificate of incorporation and add any provisions to the certificate of incorporation that might have been included in the original certificate of incorporation.

(b)Any such amendment shall be effected in the following manner:

(1)The members of the board of directors of the corporation shall file with the governing body of the associated municipality an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made.

(2)The governing body shall consider the application and, if it shall, by appropriate resolution, duly find and determine that it is wise, expedient, necessary or adv

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(a) The certificate of incorporation may, at any time, and from time to time, be amended so as to make any changes in the certificate of incorporation and add any provisions to the certificate of incorporation that might have been included in the original certificate of incorporation. (b) Any such amendment shall be effected in the following manner: (1) The members of the board of directors of the corporation shall file with the governing body of the associated municipality an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made. (2) The governing body shall consider the application and, if it shall, by appropriate resolution, duly find and determine that it is wise, expedient, necessary or advisable that the proposed amendment be made and shall authorize the amendment to be made and shall approve the form of the proposed amendment, then the persons making application shall execute an instrument embodying the amendment specified in the application, and shall file the application with the secretary of state. (3) The proposed amendment shall be subscribed and acknowledged by each member of the board of directors before an officer authorized by the laws of Tennessee to take acknowledgments to deeds. (4) The secretary of state shall examine the proposed amendment and, if the secretary of state finds that the requirements of this section have been complied with and the proposed amendment is within the scope of what might be included in an original certificate of incorporation, the secretary of state shall approve the amendment and record it in an appropriate book in the secretary of state's office. (c) When an amendment has been so made, filed and approved, it shall become effective and the certificate of incorporation shall be amended to the extent provided in the amendment. (d) No certificate of incorporation shall be amended except in the manner provided in this section.